Preferred Offering Clause Samples
The Preferred Offering clause establishes a process by which one party, typically a shareholder or investor, is given the first opportunity to purchase additional shares or assets before they are offered to outside parties. In practice, this means that if the company decides to issue new shares or sell certain assets, the party with the preferred offering right must be notified and given a chance to match the terms before the offer is made more broadly. This clause is designed to protect existing stakeholders from dilution of their ownership or influence, ensuring they have the option to maintain their proportional interest or control in the company.
Preferred Offering. The Company is offering for sale up to 500,000 Units of its Series A Preferred Units with a purchase price of Ten Dollar ($10.00) per Series A Preferred Unit (the “Purchase Price”) and is seeking aggregate subscribed Capital Contributions of Five Million Dollars ($5,000,000.00) (the “Preferred Offering”). Each Person admitted as a Member pursuant to the Preferred Offering shall receive that number of Series A Preferred Units in exchange for that Person’s initial Capital Contribution to the Company upon the terms and conditions as set forth in the subscription agreement entered into by each investor in the Offering and the Company (each, a “Subscription Agreement”), payable upon tender of, and in accordance with, that Person’s Subscription Agreement. The Company may issue fractional Series A Preferred Units.
Preferred Offering. Agent shall use its best efforts to solicit prospective Merchants to execute Merchant Agreements with Company and shall promote Company’s Bank Card systems described in Company’s Merchant Agreement (Company’s Program) as its preferred offering. “Preferred Offering” means that Agent will utilize Company’s Program unless (i) Company declines to execute a Merchant Agreement with any prospective merchant, or (ii) Company is unable to provide a prospective merchant with the specific Bank Card processing services required by such merchant. In furtherance of Agent’s solicitation of Merchants, Agent will (i) communicate to Merchants the existence and availability of the Company’s Program, provided that the nature and content of such communication shall be in the reasonable discretion of Company; (ii) distribute promotional materials approved by the Company regarding the Program to its Merchants; and (iii) perform other reasonable services which Agent and Company deem desirable to promote and market the Company’s Program.
Preferred Offering. (i) On the Settlement Date, each Backstop Party agrees, severally and not jointly, to purchase, and the Company agrees to issue and sell to each such Backstop Party, such Backstop Party’s Pro Rata Portion of the Unsubscribed Preferred Stock on and subject to the terms set forth in the Subscription Agreement.
(ii) No later than two Business Days prior to the Preferred Offering Closing Date, the Company will deliver to each Backstop Party a written notice (each a “Preferred Offering Funding Notice”) setting forth (A) the total number of shares of Unsubscribed Preferred Stock, (B) the number of shares of Unsubscribed Preferred Stock required to be purchased by such Backstop Party, representing such Backstop Party’s Pro Rata Portion of the Unsubscribed Preferred Stock, (C) the aggregate purchase price of the Unsubscribed Preferred Stock set forth in clause (B) above (the “Backstop Purchase Price”), (D) the Settlement Date and (E) the payment instructions for the payment of the Backstop Purchase Price, which payment shall be made at or prior to the Payment Time (as defined below).
Preferred Offering